Companies
Articles on forming and running companies, relations between shareholders and partners, and corporate governance.
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Liability of members of the governing bodies of a Polish simple joint-stock company
Loyalty, professional diligence and the assessment of business risk in a Polish simple joint-stock company, limited liability company and joint-stock company. The specified parts of this comparison take account of the 2022 reform of the Polish Commercial Companies Code.
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Craftsperson status and operating through a company: the 2020 changes
The latest amendment to the Crafts Act (Journal of Laws 2019, item 1495) changed the definition of a craftsperson. Since the beginning of the new year, it has no longer been limited to master craftspeople and journeymen operating as sole traders. It now also covers commercial companies and partnerships, including…
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Register of shareholders
At present, shares in Polish joint-stock companies and partnerships limited by shares that are not subject to mandatory dematerialisation under the Public Offering Act exist physically as paper certificates. These certificates are generally held by their owners, the shareholders. The register of shareholders will mean that…
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Central Register of Beneficial Owners
A beneficial owner is a natural person who exercises control. Find out how beneficial owners are identified and why the CRBR filing deadline matters.
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Financial statements rejected by the system: what should you check?
A file error, a missing signature and a court refusal require different responses. Find out how to structure the diagnosis before resubmitting financial statements.
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Liquidation preferences: how are investment proceeds shared?
Liquidation preferences change the allocation of proceeds between investors and other shareholders. We examine their economics, including a capped participating preference example.
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Escrow account: securing transaction settlement
An escrow account allows payment of part of the price to be made subject to agreed conditions. How it works depends on the account structure and the terms agreed with the bank.
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Tracking stocks: participating in the performance of a specific business segment
A shareholder’s fundamental rights include sharing in the company’s profits, usually through dividends. Dividend policies differ widely between companies for strategic or tax reasons. Dividend entitlements can, however, be much…
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Investment fiduciary arrangements — confidentiality and the limits of anonymity
A fiduciary arrangement can separate formal rights from an investor’s economic interest. It does not, however, ensure anonymity or automatically exclude AML and Central Register of Beneficial Owners (CRBR) obligations.
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Selling a business: liability for representations and warranties
Representations, warranties and W&I insurance allocate transaction risk. When comparing protection, distinguish the transaction value from the liability limit.